[Translation] Cover Document filed: Amendment Report to Extraordinary Report Submitted to: Director-General of the Kanto Local Finance Bureau Filing date: August 24, 2010 Company name: Sumitomo Shintaku Ginko Kabushiki Kaisha English name of company: The Sumitomo Trust and Banking Company, Limited (the “Company”) Representative’s name and title: Hitoshi Tsunekage, President and CEO Location of head office: 5-33, Kitahama 4-chome, Chuo-ku, Osaka Telephone number: 06 (6220) 2121 (main switchboard) Name of contact person: Yoshiyuki Watanabe, Senior Manager, Headquarters of General Affairs Department Nearest place to contact: 9-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo Telephone number: 03 (3286) 1111 (main switchboard) Name of person in charge: Koji Fujita, Senior Manager, Corporate Administration Department Places where a copy of this document is available for public inspection: The Company, Tokyo Business Department (3-1, Yaesu 2-chome, Chiyoda-ku, Tokyo) The Company, Kobe Branch (1-6, Gokodori 8-chome, Chuo-ku, Kobe) The Company, Yokohama Branch (14-10, Minamisaiwai 1-chome, Nishi-ku, Yokohama) The Company, Nagoya Branch (1-1, Sakae 4-chome, Naka-ku, Nagoya) The Company, Chiba Branch (1-15, Fujimi 1-chome, Chuo-ku, Chiba) The Company, Omiya Branch (6-1, Daimoncho 1-chome, Omiya-ku, Saitama) Osaka Securities Exchange (8-16, Kitahama 1-chome, Chuo-ku, Osaka) Tokyo Stock Exchange (2-1, Nihonbashi Kabutocho, Chuo-ku, Tokyo)
1 Reason for filing the report The Company resolved at its board of directors meeting held on November 6, 2009, to execute a basic agreement with Chuo Mitsui Trust Holdings, Inc. (“CMTH”) and to further discussions aimed at carrying out management integration, scheduled for April 1, 2011 on condition of such matters as the approval of the shareholders meeting and the permission of the relevant authorities, through a share exchange in which CMTH will become a wholly owning parent company in share exchange and the Company will become a wholly owned subsidiary in share exchange (the “Share Exchange”). In accordance with this resolution, an Extraordinary Report was filed on November 6, 2009 under the provisions of Article 24-5, Paragraph 4 of the Financial Instruments and Exchange Act and Article 19, Paragraph 1 and Paragraph 2, Item 6-2 of the Cabinet Office Ordinance Concerning Disclosure of Corporate Affairs and others. The present document is an Amendment Report to Extraordinary Report filed under the provisions of Article 24-5 Paragraph 5 of the Financial Instruments and Exchange Act as a result of a Share Exchange Agreement being executed with CMTH on August 24, 2010 in accordance with a resolution adopted at the Company board of directors meeting of the same date. 2 Matters to be amended (1) Matters regarding counterparty of share exchange (i) Trade name, location of head office, name of representative, amount of capital stock or capital contribution, amount of net assets, amount of total assets and description of business (ii) Sales, operating profit, ordinary profit and net income for the past three fiscal years (iii) Names of major shareholders and percentages of the number of shares held by the major shareholders to the total number of issued shares (3) Method of share exchange, details of allotment for the share exchange and other details of the share exchange agreement (i) Method of share exchange (ii) Details of allotment for the share exchange (iii) Other details of the share exchange agreement (4) Basis of analysis for allotment for the share exchange (5) Trade name, location of head office, name of representative, amount of capital stock or capital contribution, amount of net assets, amount of total assets and description of business of the company that after the share exchange becomes a wholly owning parent company in share exchange 3 Parts to be amended Parts to be amended have been underlined. Before Amendment: (1) Matters regarding counterparty of share exchange (i) Trade name, location of head office, name of representative, amount of capital stock or capital contribution, amount of net assets, amount of total assets and description of business
Trade Name Chuo Mitsui Trust Holdings, Inc. Head Office 33-1, Shiba 3-chome, Minato-ku, Tokyo 105-8574 Japan Name of Representative President Kazuo Tanabe Capital Stock 261,608 million yen Net Assets (Consolidated) 688,455 million yen (As of March 31, 2009) (Non-consolidated) 617,289 million yen Total Assets (Consolidated) 15,086,445 million yen (As of March 31, 2009) (Non-consolidated) 809,740 million yen Description of Business Bank holding company (ii) Sales, operating profit, ordinary profit and net income for the past three fiscal years (Consolidated) (million yen) Fiscal Year 2007 2008 2009 Ordinary Income 447,101 459,100 413,043 Ordinary Profit 159,973 125,387 (116,910) Net Income 112,793 71,837 (92,033) (Non-consolidated) (million yen) Fiscal Year 2007 2008 2009 Operating Income 25,832 186,754 16,998 Operating Profit 19,682 179,793 8,060 Ordinary Profit 19,118 179,246 7,524 Net Income 19,156 179,410 7,052 (iii) Names of major shareholders and percentages of the number of shares held by the major shareholders to the total number of issued shares As of September 30, 2009 Percentage of shares held to the total Name number of issued shares (%) The Resolution and Collection Corporation 30.20 Japan Trustee Services Bank, Ltd. (Trust 6.40 Account) The Master Trust Bank of Japan, Ltd. (Trust 6.20 Account) Japan Trustee Services Bank, Ltd. (Trust 1.75 Account 9) Japan Trustee Services Bank, Ltd. (Trust 1.10 Account 4) (3) Method of share exchange, details of allotment for the share exchange and other details of the share exchange agreement (i) Method of share exchange The management integration will be accomplished through a holding company structure. From the perspective of expediting the management integration, the new trust bank
group will utilize CMTH, which is currently the holding company of Chuo Mitsui Trust Group, as its holding company. Specifically, the management integration is planned to be conducted through a share exchange under Article 767 of the Companies Act in which CMTH will become a wholly owning parent company in share exchange and the Company will become a wholly owned subsidiary in share exchange. (ii) Details of allotment for the share exchange The consideration issued by CMTH to the Company’s shareholders upon the Share Exchange is expected to be shares in CMTH. The share exchange ratio and other details of allocation for the share exchange will be determined by CMTH and the Company through discussions, each considering the valuation and advice of their financial advisors. (iii) Other details of the share exchange agreement These have not been determined yet and will be determined after future discussions. (4) Basis of analysis for allotment for the share exchange CMTH and the Company plan to determine the details of allotment for the Share Exchange through discussions, each considering the valuation and advice of their financial advisors. (5) Trade name, location of head office, name of representative, amount of capital stock or capital contribution, amount of net assets, amount of total assets and description of business of the company which after the share exchange becomes a wholly owning parent company in share exchange Trade Name Sumitomo Mitsui Trust Holdings, Inc. (planned) Head Office The head office is expected to be located at the building at 4-2, Marunouchi 1 chome, Chiyoda-ku, Tokyo to be constructed under the “Marunouchi 1-4 Project” (tentative name), which is being jointly developed by the Company and other companies. Until moved to the new building, the head office is expected to be located at 9-2, Marunouchi 1-chome, Chiyoda-ku, Tokyo, which is the location of the Tokyo headquarters building of the Company. Name of TBD Representative Capital Stock TBD Net Assets TBD Total Assets TBD Description of Bank holding company Business Matters necessary for the Share Exchange will be determined after future discussions. For matters that have not been determined, the amendment report to extraordinary report will be filed as soon as such matters are determined.
Recommend
More recommend